Topic 1

Introduction

The document originates from Maynooth University, specifically from the Company Law department led by Dr. Sahara Nankan. The date referenced is 24 September 2024.

Introduction to Company Law

This slide serves as an introduction to a more detailed discussion about Company Law, particularly focusing on the Companies Act 2014.

Companies Act 2014 Overview

The Companies Act 2014 became operative on June 1, 2015, following a lengthy legislative process spanning over a decade. It is noted as the largest enactment in the history of the state, repealing all prior Company Acts, including the 1963 Act. The Act contains 1,448 sections along with various schedules and has since been amended. An annotated version is accessible online. Significant changes include both the restatement of existing laws and reforms, prompting companies to register as a Designated Activity Company (DAC) or as a New Private Company Limited by Shares (LTD), each differing in their objects clause. The Act reformed four key areas, placing a new emphasis on private companies limited by shares, codifying directors’ duties, introducing the Summary Approval Procedure, and establishing a new registration system for charges. Differences are highlighted between private companies (limited to 149 members) and public companies (with no upper limit).

Companies in Ireland (2014 – Present)

Reference to the Companies Registration Office (CRO) and links to their annual reports and new company registers for 2023 and 2024 as a source of information related to company registration in Ireland.

Irish Companies on the Register

A visual representation indicates the number of registered Irish companies from 2014 to 2023. The data presents an increasing trend in company registrations.

Leading Global Companies in Ireland

Over 1,000 Foreign Direct Investment (FDI) companies are noted to have established operations in Ireland, notably in sectors such as ICT, social media, pharmaceuticals, and finance. Renowned names including Google, Apple, IBM, and others highlight Ireland as a pivotal hub for European operations.

Multinational Sector in Ireland

A link is provided to a resource titled "The Untold Story – Understanding the Multinational Sector in Ireland," indicating further exploration into this topic.

Recent Economic Developments

Coverage of economic news pertaining to Apple taking a €9.1 billion charge following a ruling by the European Court of Justice, reflecting ongoing discussions on taxation involving multinational corporations.

Types of Registered Companies Pre-2014 Act

Specific categorization of companies prior to the 2014 Act is presented, indicating the transition necessities within company types:

  • Private limited by shares (certain compliance required for conversion to DAC),

  • Guarantee companies,

  • Public limited companies (PLCs),

  • Unlimited companies, and

  • Companies limited by guarantee (CLGs).

Alternatives to Registered Companies

There are alternatives to operating as a registered company:

  • Sole trader,

  • Partnership, governed by Partnership Law,

  • Unincorporated associations,Noting that they may consider forming a company for limited liability benefits.

Companies Subject to Companies Act 2014

The document elaborates on different types of companies coming under the Companies Act 2014, encompassing various types including private companies limited by shares, public limited companies, and external companies.

Structure of the Companies Act 2014

Overview of the structure of the Companies Act 2014 illustrating its Parts, such as Incorporation and Registration, Financial Statements, and other crucial governance aspects. A link to the revised acts online is provided.

Main Changes Introduced by Companies Act 2014

Significant changes include a focus on LTD as the default form of a company, codifying directors' duties and categorizing LTDs with new rules. The abolition of the ultra vires doctrine aligns the company to operate without specific object clauses leading to easier governance.

Focus on LTD as Default Company Form

Private companies can make limited public offers; the Act allows for no object clauses hence enhancing legal capacities and powers for private companies without an AGM requirement.

Incorporation of Private Company Limited by Shares

Details regarding the incorporation process where promoters play a vital role, forming a body corporate upon incorporation with perpetual succession and legal rights.

Definition of a Promoter

The role of a promoter is defined, emphasizing their responsibilities in forming a business entity. Promoters vary from professional investment houses for public companies to individual entrepreneurs for private entities.

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